1. Purpose
This Agreement governs authorised purchase, use, promotion and resale of pHformula products within a professional clinical environment, ensuring brand protection, correct usage and patient safety.
2. Definitions
"
Products" refers to all pHformula professional and retail products supplied by the Distributor.
"
Technical Products" refers to professional-use products intended for qualified practitioners supplied by the Distributor.
3. Appointment
The Authorised Centre is appointed as a non-exclusive authorised clinic. This appointment is conditional upon ongoing compliance with this Agreement and may be withdrawn at the Distributor's discretion, without liability. Any additional location, branch, trading address, satellite premises, mobile operation or site from which Products are stocked, displayed, used or promoted shall require prior written approval from the Distributor.
4. Territory, Sourcing & Cross-Border
The Distributor is the sole authorised distributor of pHformula for the United Kingdom and the Republic of Ireland. The Authorised Centre may only purchase Products directly from the Distributor and may not source pHformula products from any other distributor or supplier outside the authorised UK & Ireland network. The Authorised Centre may only sell and supply Products within the country in which it is registered and approved by the Distributor. Any unauthorised cross-border purchasing, supply or resale constitutes a material breach.
5. Internet & Online Sales
The Authorised Centre may not offer for sale, sell, distribute or supply Products via the Internet, through third-party marketplaces, or via any distance-selling channel. This includes, without limitation: Amazon, eBay, Vinted, Depop, Etsy, Gumtree, Shpock, OnBuy, Facebook Marketplace, Instagram Shop, TikTok Shop, WhatsApp Business, Adverts.ie, DoneDeal, NotOnTheHighStreet, Nextdoor and similar UK or Irish platforms.
Online platforms may only be used for brand awareness and treatment promotion. Pricing, payment links, shipping options or purchase instructions may not be displayed.
For the avoidance of doubt, direct communication with existing clients for repeat purchases (including via WhatsApp, email or similar) is permitted, provided such sales remain private and do not constitute public or third-party selling.
6. Product Use & Resale
Products may only be sold to end consumers of the Authorised Centre and may not be resold to any business, intermediary, or third party for further distribution.
7. Brand & Intellectual Property
All intellectual property remains the property of pHformula and/or the Distributor. The Authorised Centre may not register domain names, social media handles, or advertising accounts using the brand 'pHformula' (or confusingly similar terms) without prior written consent from the Distributor.
8. Compliance & Monitoring
The Distributor reserves the right to monitor compliance, including reviewing online activity, stock levels, and sales behaviour, and may request evidence of compliance, including but not limited to proof of sales practices, stock movement and online activity.
9. Supply & Payment
The Distributor reserves the right to suspend, restrict or refuse supply without liability in the event of breach, non-payment, or suspected misuse of products. Payment must be fully cleared prior to dispatch where pre-payment terms apply. The Distributor reserves the right to suspend supply or reclaim Products in case of non-payment, insolvency or fraud.
10. Liability & Client Ownership
The Authorised Centre retains full responsibility for all treatments, product recommendations and client outcomes (including use, application, and sale of products). The Distributor shall not be liable for any misuse, incorrect application, or adverse outcomes. The Distributor shall not engage directly with the Authorised Centre's clients under any circumstances. All end consumers remain the sole responsibility of the Authorised Centre, including management of any adverse reactions or complaints.
11. Indemnity
The Authorised Centre agrees to indemnify and hold harmless the Distributor against all claims, damages, losses, or liabilities arising from misuse, negligence, or breach of this Agreement.
12. Breach
Material breaches include, but are not limited to: online selling, unauthorised resale, cross-border supply, misuse of products, and damage to brand reputation. Such breaches may result in immediate termination without prior notice.
13. Terms & Termination
This Agreement shall continue until terminated. The Distributor may terminate immediately in case of breach or with 30 days' notice at its discretion.
14. Limitation of Liability
To the maximum extent permitted by law, the Distributor's liability shall be limited to the value of products supplied and shall not extend to indirect or consequential losses.
15. Data Protection
Both parties agree to comply with GDPR and applicable UK and Irish data protection laws. Each party acts as an independent data controller.
16. Force Majeure
Neither party shall be liable for failure to perform obligations due to events beyond reasonable control, including but not limited to supply chain disruption, acts of God, or regulatory changes.
17. Assignment
The Authorised Centre may not assign or transfer its rights or obligations under this Agreement without prior written consent.
18. Relationship
Nothing in this Agreement shall constitute a partnership, agency, or joint venture between the parties.
19. Governing Law & Jurisdiction
This Agreement shall be governed by the laws of England & Wales (or the Republic of Ireland where applicable), subject to mandatory local law. For the avoidance of doubt, Authorised Centres located in Scotland or Northern Ireland shall be subject to the laws of England & Wales unless otherwise required by applicable law.